ТНЕ INTERNATIONAL BUSINESS COMPANIES АСТ, 2016

REPUBLIC OF SEYCHELLES

Company Number:

MEMORANDUM OF ASSOCIATION

1. The name of the company is

2. The registered office of the company is situated Victoria, Mahe, Seychelles

3. The registered agent of the company is

4. The objects of the company аге to engage in any act ог activity that is not prohibited under any law for the time being in force in Seychelles, and more specifically the company shall not:

(i) саггу on business in Seychelles;

(ii)own an interest in immoveaЫe property situated in Seychelles, ог а lease of immovaЫe property in Seychelles otherwise than as referred to in subsection (3) (f) of the lnternational Business Act, 2016;

(iii) саггу on banking business (as defined in the Financial lnstitutions Act) in ог outside of Seychelles,

(iv) carry on insurance business (as defined in the lnsurance Act)­

(a) ln Seychelles; ог

(Ь) Outside of Seychelles unless it is licensed ог otherwise legally аЫе to do so under the laws of each country outside Seychelles in which ог carries on such business;

(v) Carry on business providing international corporate services, international trustee servicesог foundation services (as defined in the lnternational Corporate Services Providers Act(Сар 275)) except-

(a) То the extent permitted under the lnternational Corporate Service Providers Act (Сар275); and

(Ь) ln the еше of carrying on such business outside Seychelles, if the company is licensed ог otherwise legally аЫе to do 50 under the laws of each country outside of Seychelles in which it carries on such business;

(vi) Саггу on securities business (as defined in the Securities Act)-

(a) ln Seychelles; ог

(Ь) Outside Seychelles unless it is licensed ог otherwise legally аЫе to do 50 under the laws of each country outside Seychelles in which it carries on such business;

(vii) Саггу on business as а mutual fund 1 (as defined in the Mutual Fund and Hedge FundAct) unless it is licensed ог otherwise legally аЫе to do 50 under the Mutual Fund and

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Hedge Fund Act ог under the laws of а recognized jurisdiction (as defined in the Mutual Fund and Hedge Fund Act 1 ); ог

(viii) Carry on gamЫing business (as defined in the Seychelles GamЫing Act), includinginteractive gamЫing business-

(a) ln Seychelles; ог

(Ь) Outside Seychelles unless it is licensed ог otherwise legally аЫе to do so under the laws of each country outside Seychelles in which it carries on such business.

5. The authorised capital of the company is Fifty Thousand United States Dollars (US$ 50,000.00)which consists of Fifty Thousand (50,000) shares of no рог value.

6. The liability of the members of the company (as рег the issued share capital) shall Ье limitedto the amount of the authorized share capital of the company.

7. AII the shares in the company shall Ье of the same class and series.

8. The company shall Ье company limited Ьу shares.

9. AII the shares in the company shall Ье ordinary shares. AII the shares of the company shall

carry equal voting rights, equal rights to dividends, equal rights to the return of capital andparticipation in surplus assets on а winding-up and shall rank pari passu in every otherrespect.

1 О. The directors аге authorised to issue only registered shares.

We, undersigned subscribers are desirous of being formed into оп lnternational Business Company to

Ье governed Ьу this Memorandum of Association.

Subscriber's signature:

Name:

Address:

Witness to the above signature

Name:

Address:

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ТНЕ INTERNATIONAL BUSINESS COMPANIES дет, 2016

RepuЫic of Sevchelles

ARTICLES OF ASSOCIATION

OF

Company Number

1. INTERPRETAТION

ln these Articles, if not inconsistent with the subject or context, the words and expressions

standing in the first column of the following tаЫе shall Ьеаг the meanings set opposite them

respectively in the second column thereof.

Expressions:

1 .1 . Capital

1.2. Member

1.3. Person

Meanings:

The sum of the aggregate рог value of all outstanding shares with рог

value of the Company and shares with рог value held Ьу the Company

as treasury shares plus

1. l .1 . the aggregate of the amounts designated as capital of all

outstanding shares without рог value of the Company and shares

without рог value held Ьу the Company as treasury shares, and

1 .1 .2. the amounts as are from time to time transferred from surplus to

capital Ьу а resolution of directors.

А person who holds shares in the Company.

An individual, а corporation, а trust, the estate of а deceased individual,

а partnership or an unincorporated association of persons.

1 .4. Resolution of directors

1 .4.1. А resolution approved at а duly constituted meeting of the Board

of the Directors of the Company or of а committee of directors of

the Company Ьу the affirmative vote of а simple majority of the

directors present who voted and did not abstain where the

meeting was called оп proper notice or, if оп short notice, if those

directors not present have waived notice; or

1 .4.2. А resolution consented to in writing Ьу all directors or of all

members of the committee, as the case may Ье.

1 .5. Resolution of Members

1.5.1. А resolution approved at а duly constituted meeting of the

members of the Company Ьу the affirmative vote of

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2. REGISTERED SHARES

2.1. The Company shall issue to every member holding registered shares in the Company а certificate signed Ьу а director or officer of the company and under the seal specifying the share or shares held Ьу him, and the signature of the director or officer and the seal may Ье facsimiles.

2.2. Any member receiving а share certificate for registered shares shall indemnify and hold

the Company and its directors and officers harmless from any loss ог liability which it or they may incur Ьу reason of the wrongful ог fraudulent use or representation made Ьу any person Ьу virtue of the possession thereof. 11 а share certificate for registered shares is worn out ог lost it may Ье renewed оп production of the worn out certificate ог оп satisfactory

proof of its loss together with such indemnity as may Ье required Ьу а resolution of directors.

2.3. lf several persons are registered as joint holders of any shares, any one of such persons may Ье given an effectual receipt for any dividends рауаЫе in respect of such shares.

3. SHARES, AUTHORISED CAPIТAL AND CAPIТAL

3.1. Subject to the provisions of these articles and any resolution of members, the unissued shares of the Company shall Ье at the disposal of the directors who тау, without prejudice

to any rights previously conferred оп the holders of any existing shares or class ог series of shares, offer, allot, grant options over ог otherwise dispose of the shares to such persons at such times and upon such terms and conditions as the Company тау Ьу resolution of directors determine.

3.2. Shares in the Company shall Ье issued for money, services rendered, personal property, an estate in real property, а promissory note or other binding oЫigation to contribute money or property ог any comЫnation of the foregoing as shall Ье determined Ьу а resolution of directors.

3.3. Shares in the Cornpany тау Ье issued for such amount of consideration as the directors

тау from time to time Ьу resolution of directors determine, except that in the case of shares with рог value, the amount shall not Ье less than the рог value, and in the absence of fraud the decision of the directors as to the value of the consideration received Ьу the Company in respect of the issue is conclusive unless а question of law is involved. The consideration in respect of the shares constitutes capital to the extent of рог value and the excess constitutes surplus.

3.4. А share issued Ьу the Company upon conversion of, or in exchange for, another share, а deьt oЫigation ог other security in the Company shall Ье treated for all purposes as having being issued for money equal to the consideration received or deemed to have

been received Ьу the Company in respect of the other share, deьt oЫigation or security.

3.5. Treasury shares тау Ье disposed of Ьу the Company оп such terms and conditions (not otherwise inconsistent with these articles) as the Company тау Ьу resolution of directors determine.

3.6. The Company тау issue fractions of а share and а fractional share shall have the same corresponding fractional liaЬilities, limitations, preferences, privileges, qualifications,

· restrictions, rights and other attributes of а whole share of the same class ог series of shares.

3.7. Upon the issue Ьу the Company of а share without рог value, the consideration in respect of the share constitutes capital to the extent designated Ьу the directors, and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as а preference, if any, in the assets of the Company upon liquidation of the Company.

3.8. The Company тау purchase, redeem or otherwise acquire and hold its own shares but по purchase, redernplion or other acquisition, which shall constitute а reduction in capital, shall Ье made except in compliance with articles 6.4 and 6.5.

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6. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPIТAL

6.1. The Company тау Ьу а resolution of directors amend the memarandum ta increase ог reduce its autharised capital and in connection therewith the Company тау, in respect of any unissued shares increase ог reduce the number of shares, increase ог reduce the рог value of any shares ог effect any combination of the foregoing.

6.2. The Company тау amend the memorandum to:

6.2.1. divide the shares, including issued shares, of а class and series into а larger number

of shares of the same class ог series; ог

6.2.2. combine the shares, including issued shares, of а class ог series into а smaller

number of shares of the same class ог series;

provided, however, that where shares аге divided or combined under articles 6.2.1 and 6.2.2, the aggregate рог value of the new shares must Ье equal to the

aggregate рог value of the original shares.

6.3. The capital of the Company тау Ьу а resolution of directors Ье increased Ьу transferring

an amount of the surplus of the Company to capital, and, subject to the provisions of articles 6.4 and 6.5 the capital of the Company тау Ье reduced Ьу transferring an

amount of the capital of the Company to surplus.

6.4. No reduction of capital shall Ье effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate рог value of all

outstanding shares with рог value and all shares with рог value held Ьу the Company as treasury shares, and the aggregate of the amounts designated as capital of all outstanding shares without рог value and all shares without рог value held Ьу the Company а treasury shares that аге entitled to а preference, if any, in the assets of the

Company upon liquidation of the Company.

6.5. No reduction of capital shall Ье effected unless the directors determine that immediately

after the reduction, the Company will Ье аЫе to satisfy its liabilities as they become due in the ordinary course of its business and that the realisaЫe assets of the Company will not Ье

less than its total liabilities, other than deferred taxes, as shown in the books of the Company, and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realisaЫe value of the assets of the Company is conclusive, unless а question of law is involved.

6.6. Where the Company reduces its capital the Company may:

6.6.1 . return to its members any amount received Ьу the Company upon the issue of any

of its shares:

6.6.2. purchase, redeem ог otherwise acquire its shares out of capital; ог

6.6.3. cancel any capital that is lost ог not represented Ьу assets having а realisaЫe

value.

7. MEEТINGS AND CONSENTS OF MEMBERS

7 .1. The directors of the Company тау convene meetings of the members of the Company at

such times and in such manner and places within ог outside the RepuЫic of Seychelles as the directors consider necessary ог desiraЫe.

7.2. Upon the written request of members holding 10 рег cent or more of the outstanding voting shares in the Company, the directors shall convene а meeting of members.

7 .3. The directors shall give not less than 7 days notice of meetings of members to these persons whose names оп the date the notice is given appear as members in the share register of the Company.

7.4. А meeting of members held in contravention of the requirement in article 7 .3 is not invalid:

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7 .12. lf within two hours from the time appointed for the meeting а quorum is not present, the meeting, if convened upon а requisition о! members, shall Ье dissolved; in any other с05е it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or Ьу proxy not less than one-third of the votes of the shares or each cl05s or series о! shares

entitled to vote on the resolutions to Ье considered Ьу the meeting, those present shall constitute а quorum, but otherwise the meeting shall Ье dissolved.

7.13. At every meeting of members, the chairman of the board of directors shall preside 05 chairman of the meeting. lf there is no chairman of the board of directors or the chairman of the board of directors is not present at the meeting, the members present shall choose someone of their number to Ье the chairman of the meeting. lf the members are unaЫe

to choose а chairman for any re05on, then the person representing the greatest number of

voting shares present in person or Ьу prescribed form or proxy at the meeting shall preside 05 chairman, failing which the oldest individual member or representative of а member present shall take the chair.

7.14. The chairman may, with the consent of the meeting, adjourn any meeting from time to

time, and from place to place, but no business shall Ье transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

7.15. At any meeting of the members the chairman shall Ье responsiЫe for deciding in such manner as he shall consider appropriate whether any resolution h05 been carried or not, and the result of his decision shall Ье announced to the meeting and recorded in the minutes thereof. lf the chairman shall have any douЫ 05 to the outcome of any resolution put to the vote, he shall cause а poll to Ье taken of all votes c05t upon such resolution, but if the chairman shall fail to take а poll then any member present in person or Ьу proxy who disputes the announcement Ьу the chairman of the result of any vote may immediately following such announcement demand that а poll Ье taken and the chairman shall thereupon cause а poll !о Ье taken. lf а poll is taken at any meeting, the result thereof shall

Ье duly recorded in the minutes of the meeting Ьу the chairman.

7.16. Any person other than an individual shall Ье regarded 05 one member and subject to article 8.17 the right of any individual to speak for or represent such member shall Ье determined Ьу the law of the jurisdiction where, and Ьу the documents Ьу which the person is constituted or derives its existence. ln СО5е of douЫ, the directors may in good faith seek legal advice from any qualified person and unless and until а Court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member.

7.17. Any person other than an individual which is а member of the Company may Ьу resolution of its directors or other governing body authorise such persons 05 it thinks fit to act 05 its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall Ье entitled to exercise the same powers on behalf of the person which he represents 05 that person could exercise if it were an

individual member of the Company.

7.18. The chairman of any meeting at which а vote is C05t Ьу proxy or on behalf of any person other than an individual may call for а notarially certified сору of such proxy or authority

which shall Ье produced within 7 days of being so requested, or the votes c05t Ьу such proxy or on behalf of such person shall Ье disregarded.

8. DIRECTORS

8.1. The first directors of the Company shall Ье elected Ьу the subscribers to the Memorandum; and thereafter, the directors shall Ье elected Ьу the members or directors for such terms as they may determine.

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10.2. А director 5holl Ье deemed to Ье pre5ent ot о meeting of director5 il he participote5 Ьу telephone or other electronic meon5 ond oll director5 participoting in the meeting are оЫе to hear eoch other.

10.3. А director 5holl Ье given not le55 thon 7 doy5' notice ol meeting5 ol director5, but о meeting ol director5 held wilhout 7 doy5' notice hoving been given !о oll director5 5holl Ье volid il oll the director5 entitled !о vote ot the meeting who do not ottend woive notice ol the meeting. The inodvertent loilure !о give notice ol о meeting to о director, or the loct thot о director h05 not received the notice, doe5 not involidote the meeting.

10.4. А director moy Ьу о written in5trument oppoint оп olternote who need not Ье о director ond оп olternote i5 entitled to ottend meeting5 in the ob5ence ol the director who oppointed him ond to vote or con5ent in the ploce of the director.

10.5. А meeting ol director5 i5 duly con5tituted lor oll purpo5e5 il ot the commencement of the meeting there are pre5ent in per50n or Ьу olternote not le55 thon one holl ol the totol number ol director5, unle55 there are only two director5 in which с05е the quorum 5hall Ье two.

10.6. lf the compony 5hall hove only one director the provi5ion5 herein contoined lor meeting5 ol the director5 5hall not apply but 5UCh sole director 5hall have lull power to repre5ent ond oct for the Compony in oll motter5 05 are not Ьу the Act ог Ьу the memorandum ог Ьу the5e orticle5 required to Ье exerci5ed Ьу the member5 ol the Company, and in lieu ol minute5 ol а meeting 5holl record in writing and 5ign о note ог memorandum ol all motter5 requiring о re5olution ol director5. Such о note ог memorondum 5hall con5titute 5Ulficient evidence ol 5Uch resolution for all purpo5e5.

10.7. А! every meeting ol the director5 the choirman ol the board ol direcfor5 5holl pre5ide 05 choirmon of the meeling. 11 there i5 по choirmon of the board ol director5 or il the choirmon of the board ol director5 i5 not pre5ent ot lhe meeting, the vice chairmon ol the board of director5 5holl pre5ide. 11 there i5 по vice choirman of the board of director5 ог il the vice chairmon of the board ol director5 i5 not pre5ent ot the meeting the director5 5holl choo5e 50meone ol their number to Ье the choirmon ol the meeting.

10.8. The director5 5hall couse the lollowing corporate record5 to Ье kept:

10.8.1. minule5 ol oll meeting5 ol director5, member5, committee5 ol director5, committee ol olficer5 and committee5 ol member5;

10.8.2. copie5 ol oll resolution5 con5ented !о Ьу director5, member5 and committee5 ol director5,

10.8.3. committee5 ol ollicer5 and committee5 ol member5; and

10.8.4. 5uch other occount5 ond record5 05 the director5 Ьу re5olution ol director5 con5ider nece550ry or de5iraЫe in order to rellect the linonciol po5ition of the company.

10.9. The book5, record5 ond minute5 5hall Ье kept ot the regi5!ered office of the Company ог at 5UCh other place 05 the director5 determine.

10.1 О. The director5 may, Ьу о resolution ol director5, de5ignate one or more committee5, eoch compri5ing of one ог more director5.

10.11. Eoch committee ol director5 ho5 5UCh power5 and authoritie5 ol the director5, including the power and outhority to ollix the 5eal, 05 5et lorth in the re5olution ol director5 e5JoЫi5hing the committee, except that по committee h05 ony power ог authority either to omend the memorandum ог the5e article5 ог with re5pect to the motter5 requiring о resolution ol director5 under arlicle5 8.6, 8.7 and 9 .2.

10.12. The meeting5 ond proceeding5 ol eoch committee ol director5 con5i5fing ol two or more director5 5hall Ье governed mutoti5 mutondi5 Ьу the provi5ion5 ol the5e article5 reguloting the proceeding5 ol director5 50 lar 05 the same are not 5Uper5eded Ьу ony provi5ion5 in the resolution e5t0Ьli5hing the committee.

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criminal praceedings, the person had no reasonaЫe cause to believe that his conduct was unlawful.

13.3. The decision of the directors as to whether the person acted honestly and in good faith and with а view to the best interests of the Company and as to whether the person had no reasonaЫe cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these articles, unless а question of law is involved.

13.4. The termination of any praceedings Ьу any judgment, order, settlement, conviction or the entering of а nolle prasequi does not, Ьу itself, create а presumption that the person did not act honestly and in good faith and with а view to the best interests of the Company or that the person had reasonaЫe cause to believe that his conduct was unlawful.

13.5. lf а person referred to in article 13.1 has Ьееп successful in defence of any proceedings referred to in that article, the person is entitled to Ье indemnified against all expenses,

including legal fees, and against all judgments, fines and amounts paid in settlement and reasonaЫy incurred Ьу the person in connection with the proceedings.

13.6. The Company тау purchase and maintain insurance in relation to any person who is ar was а director, an officer or а liquidator of the Company, or who at the request of the Company is or was serving as а director, оп officer or а liquidator of, or in any other capacity is or was acting for, another company or а partnership, joint venture, trust or other enterprise, against all liability asserted against the person and incurred Ьу the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under article 13.1.

14. SEAL

The directors shall pravide for the safe custody of the seal. The seal when affixed to any written instrument shall Ье witnessed Ьу а director or any other person so authorised fram time to time Ьу resolution of directors. The directors тау provide for а facsimile of the seal and of the signature of any director or authorided person which may Ье reproduced Ьу printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described.

15. DIVIDENDS

15.1. The Company тау Ьу а resolution of directors declare and рау dividends in money, shares or other praperty but dividends shall only Ье declared and paid out of surplus. ln the

event that dividends are paid in specie the directors shall have responsiЬility for estaЫishing and recording in the resolution of directors authorising the dividends, а fair and praper value for the assets to Ье so distributed.

15.2. The directors тау from time to time рау to the members such interim dividends as appear

to the directors to Ье justified Ьу the profits of the Company.

15.3. The directors тау, before declaring апу dividend, set aside out of the profits of the Company such sum as they think praper as а reserve fund upon such securities as they тау select.

15.4. No dividends shall Ье declared and paid unless the directors determine that immediately after the payment of the dividend the Company will Ье аЫе to satisfy it liaЬilities as they become due in the ordinary course of its business and the reasonaЫe value of the assets of the Company will not Ье less than the sum of its total liaЬilities, other than deferred taxes, as shown in its books of account, and its capital. ln the absence of fraud, the decision of the directors as to the reasonaЫe value of the assets of the Company is conclusive, unless а question of law is involved.

15.5. Notice of any dividend that may have been declared shall Ье given to each member in the manner hereinafter mentioned and all dividends unclaimed for three years after

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18. AMENDMENТS ТО ARTICLES

18.1. The Company тау alter or modify the provisions contained in these Articles, as originally

drafted or as amended from time to time, Ьу resolution of directors or Ьу resolution of

members.

19. CONТINUATION

19.1. The Company тау, Ьу resolution of directors or Ьу resolution of members, continue as а

company incorporated under the laws of а jurisdiction outside Seychelles in the manner

provided under those laws.

Subscriber's signature:

Name:

Address:

Witness to the above signature

Name:

Address:

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